Common use of Intellectual Property Claims Clause in Contracts

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date, (i) each of the material Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing that any material part of the Intellectual Property violates the rights of any third party. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) is a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applications, registered Trademarks, registered Copyrights, and Material Agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of business), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date5.9, (i) each of the material Copyrights, Trademarks Trademarks, Patents and Patents (other than patent applications) Industrial Designs owned by Borrower is valid and enforceable, (ii) no material part of the such Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no written claim has been made to Borrower in writing that any material part of such Intellectual Property violates the rights of any third party. Except as described on Schedule 5.9, to the best knowledge of Borrower (i) each of the material Copyrights, Trademarks, Patents and Industrial Designs licensed for use by Borrower from third party licensors is valid and enforceable, (ii) no material part of such Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no written claim has been made to Borrower that any material part of such Intellectual Property violates the rights of any third party. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) is a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applicationsPatents, Industrial Designs, registered Trademarks, registered Copyrights, and Material Agreements material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of business), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s its business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time 5.9,(i) to time after the Closing DateBorrower’s knowledge, (i) each of the material issued Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property of Borrower has been judged by a decision of a court of competent jurisdiction, invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing that any material part of the Intellectual Property of Borrower violates the rights of any third partyparty except to the extent such claim would not reasonably be expected to cause a Material Adverse Effect. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) D is a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applicationsPatents, registered Trademarks, registered Copyrights, and Material Agreements material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenseslicenses and click on license agreements, open source code and other licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of businesspublic without customization shall not be considered a material License or agreement), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunderthereunder in each case which would reasonably be expected to have a Material Adverse Effect.

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date, (i) to the best knowledge of Borrower each of the material Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently any previously delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing that any material part of the Intellectual Property violates the rights of any third party. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) is a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applicationsPatents, registered Trademarks, registered Copyrights, and Material Agreements material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open or other than “off-the-shelf” licenses or open-source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of businesssoftware), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform (when and as required) any material obligations under, any of the foregoing material contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such material contract, license or agreement is in material breach thereof or has failed to perform (when and as required) any material obligations thereunder.

Intellectual Property Claims. Borrower Each Loan Party is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrowersuch Loan Party’s business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date, (i) each of the material Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing any Loan Party that any material part of the Intellectual Property violates the rights of any third party. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) is a true, correct and complete list of each of BorrowerLoan Party’s registered Patents and filed Patent applications, registered Trademarks, registered Copyrights, and Material Agreements under which Borrower such Loan Party licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of business), together with application or registration numbers, as applicable, owned by Borrower such Loan Party or any Subsidiary, in each case as of the Closing Date. Borrower No Loan Party is not in material breach of, nor has Borrower any Loan Party failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrowereach Loan Party’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Borrower is Borrowers are the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s Borrowers’ business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date, (i) each Each of the material Borrowers’ Copyrights, Trademarks and Patents (other than patent applications) material to the Borrowers’ business is valid and enforceable, (ii) no material part of the Intellectual Property material to the Borrowers’ business has not been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing to a Borrower that any material part of the Intellectual Property material or necessary to the conduct of the Borrowers’ business violates the rights of any third party, except to the extent Borrowers have provided evidence satisfactory to Agent that such claim is without merit or otherwise not reasonably likely to be successful. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) D is a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applicationsBorrowers’ Patents, registered Trademarks, registered Copyrights, and Material Agreements material agreements under which a Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of business), together with application or registration numbers, as applicable, owned by a Borrower or any Subsidiary, in each case as of the Closing Date. No Borrower is not in material breach of, nor has any Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements material to the Borrowers’ business and, to any Borrower’s knowledge, no third party to any such contract, license or agreement material to the Borrowers’ business is in material breach thereof or has failed to perform any material obligations thereunder, except to the extent such breach or failure to perform could not reasonably be expected to result in a Material Adverse Effect, Borrowers have notified Agent of such breach or failure to perform, and Borrowers are taking actions to mitigate such circumstances satisfactory to Agent.

Intellectual Property Claims. Borrower is The Loan Parties are the sole owner of, or otherwise has have the right to use, the Intellectual Property material to Borrower’s their business. Except as described on Schedule 5.9 5.9, and as may be updated by the Borrower in a written notice provided from time to time after the Closing Date, (i) to the Loan Parties’ knowledge, each of the material Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower a Loan Party in writing that any material part of the Intellectual Property violates the rights of any third party. Exhibit C (and as may be updated by the Borrower in a written notice provided from time to time after the Closing Date) is a true, correct and complete list of each of Borrower’s the Loan Parties’ registered Patents and filed Patent applications, registered Trademarks, registered Copyrights, and Material Agreements material agreements under which Borrower a Loan Party licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower a Loan party in the ordinary course of business), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiarya Loan Party, in each case as of the Closing Date. Borrower is The Loan Parties are not in material breach of, nor has Borrower have the Loan Parties failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.. WEST\298100232.6 |US-DOCS\138581207.1138581207.7||

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s businessProperty. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date5.9, (i) each of the material Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) and no material part of the Intellectual Property that is owned by Borrower has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing that any material part of the Intellectual Property violates the rights of any third partyparty except to the extent such claim would not reasonably be expected to cause a Material Adverse Effect. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) D is a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applicationsPatents, registered Trademarks, registered Copyrights, and Material Agreements material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available and other licenses which if terminated could not reasonably be expected to the public, open source licenses, licenses disclosed result in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of businessa Material Adverse Effect), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder. Portions of this Exhibit were omitted, as indicated by [****], and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s businessProperty. Except as described on Schedule 5.9 and as 5.9A (which may be updated by Borrower in a written notice provided from time to time after time, provided that any new information or disclosure shall not be deemed to be included in such schedule unless consented to by Lender in writing pursuant to the Closing Dateterms and conditions hereof), (i) to the knowledge of Borrower, each of the material issued or registered Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property owned by Borrower has been judged invalid or unenforceable, in whole or in part, other than a rejection by the United States Patent and Trademark Office or any corresponding foreign office or agency with respect to applications for any Patents or Trademarks where such rejection would not have a material adverse effect on Borrower’s business, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no written claim has been made to Borrower in writing that any material part of the Intellectual Property violates the rights of any third partyparty which claim, if adversely determined against Borrower, would reasonably be expected to result in liability in excess of $250,000. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) Schedule 5.9B is a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applicationsPatents, registered Trademarks, registered Copyrights, and Material Agreements material agreements under which Borrower licenses Intellectual Property intellectual property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, and other licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of businessfor over-the-counter software), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s its business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date5.9, (i) to Borrower’s knowledge, each of the material issued Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property of Borrower has been judged by a decision of a court of competent jurisdiction, invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing that any material part of the Intellectual Property of Borrower violates the material rights of any third party, except to the extent such claim would not reasonably be expected to cause a Material Adverse Effect. Exhibit C (and as may be updated Borrower has delivered to Lender by Borrower in a written notice provided from time to time after the Closing Date) is email a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applicationsPatents, registered Trademarks, registered Copyrights, and Material Agreements material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenseslicenses and click on license agreements, open source code and other licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of businesspublic without customization shall not be considered a material License or agreement), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunderthereunder in each case which would reasonably be expected to have a Material Adverse Effect.

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date, (i) each of the material Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing that any material part of the Intellectual Property violates the rights of any third party. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) is a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applications, registered Trademarks, registered Copyrights, and Material Agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to 45 US-DOCS\126945775.5 Borrower in the ordinary course of business), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Borrower Each Loan Party is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrowersuch Loan Party’s business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice (including any Compliance Certificate) provided from time to time after the Closing Date, (i) each of the material Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing to any Loan Party that any material part of the Intellectual Property violates the rights of any third party. Exhibit C (and as may be updated by Borrower Xxxxxxxx in a written notice provided from time to time after the Closing Date) is a true, correct and complete list of each of Borrowereach Loan Party’s registered Patents and filed Patent applications, registered Trademarks, registered Copyrights, and Material Agreements under which Borrower such Loan Party licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of business), together with application or registration numbers, as applicable, owned by Borrower such Loan Party or any Subsidiary, in each case as of the Closing Date. Borrower No Loan Party is not in material breach of, nor has Borrower any Loan Party failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrowereach Loan Party’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.